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					                                        DiGi.COM BERHAD
                                        (Company No: 425190-X)
                                        (Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of DiGi.Com
Berhad will be held at Bronx V West Tower, Level 13A Berjaya Times Square Hotel & Convention
Center, 1 Jalan Imbi, 55100 Kuala Lumpur on Wednesday, 28 April 2004 at 9.30 a.m. for the following
purposes:-

AGENDA

1.   To receive and adopt the audited financial statements of the Company
     for the year ended 31 December 2003 and the Directors’ and
     Auditors’ Reports thereon.                                                 Resolution 1

2.   To re-elect the following Directors retiring pursuant to the
     Company’s Articles of Association:-

     a)      Ole Bjorn Sjulstad                                                 Resolution 2
     b)      Dato’ Ab.Halim Bin Mohyiddin                                       Resolution 3
     c)      Gunnar Johan Bertelsen                                             Resolution 4

3.   To re-appoint Tun Dato’ Seri Dr Lim Chong Eu as a Director of the
     Company and to hold office until the conclusion of the next Annual
     General Meeting of the Company pursuant to Section 129(6) of the
     Companies Act, 1965.                                                       Resolution 5

4.   To re-appoint Messrs KPMG as Auditors and to authorise the
     Directors to fix their remuneration.                                       Resolution 6

5.   As special business:

     (a) To consider and, if thought fit, pass the following ordinary
     resolutions:-

     i) Authority to Allot and Issue Shares Pursuant to Section 132D
        of the Companies Act, 1965

          “That, subject always to the Companies Act, 1965, the Articles of
          Association of the Company and the approvals of the relevant
          governmental/regulatory authorities, the Directors be and are
          hereby empowered, pursuant to Section 132D of the Companies
          Act, 1965, to issue shares in the Company from time to time and
          upon such terms and conditions and for such purposes as the
          Directors may deem fit provided that the aggregate number of
          shares issued pursuant to this resolution does not exceed 10% of
          the issued share capital of the Company for the time being and
          that such authority shall continue in force until the conclusion of
          the next Annual General Meeting of the Company.”                      Resolution 7
ii) Proposed Shareholders’ Mandate For Recurrent Related
     Party Transactions of a Revenue or Trading Nature

   “That, subject to the provisions of the Listing Requirements of
   Malaysia Securities Exchange Berhad, approval be and is
   hereby given for the Company and its subsidiaries, to enter into
   recurrent related party transactions of a revenue or trading
   nature with the related parties as specified in Section 2.3 of the
   Circular to Shareholders dated 6 April 2004 which are
   necessary for the day to day operations and/or in the ordinary
   course of business of the Company and its subsidiaries on terms
   not more favourable to the related parties than those generally
   available to the public and are not detrimental to the minority
   shareholders of the Company and that such approval shall
   continue to be in force until:-

   (a) the conclusion of the next annual general meeting of the
       Company following the general meeting at which this
       Ordinary Resolution shall be passed, at which time it will
       lapse, unless by a resolution passed at a general meeting, the
       authority conferred by this resolution is renewed;

   (b) the expiration of the period within which the next annual
       general meeting after the date it is required to be held
       pursuant to Section 143(1) of the Companies Act, 1965 (but
       shall not extend to such extension as may be allowed
       pursuant to Section 143(2) of the Companies Act, 1965); or

   (c) revoked or varied by resolution passed by the shareholders at
       a general meeting;

   whichever is earlier;

   and that in making the disclosure of the aggregate value of the
   recurrent related party transactions conducted pursuant to the
   proposed shareholders’ approval in the Company’s annual
   reports, the Company shall provide a breakdown of the
   aggregate value of recurrent related party transactions made
   during the financial year, amongst others, based on:-

   i) the type of the recurrent related party transactions made; and
   ii) the name of the related parties involved in each type of the
       recurrent related party transactions made and their
       relationship with the Company

   and further that authority be and is hereby given to the Directors
   of the Company and its subsidiaries to complete and do all such
   acts and things (including executing such documents as may be
   required) to give effect to the transactions as authorised by this
   Ordinary Resolution.”                                                Resolution 8
      (b) To consider and, if thought fit, pass the following special
          resolution:-

             Proposed Amendment to the Company’s Articles of
             Association

             “That Article 89 of the Company’s Articles of Association be
             amended by deleting in its entirety and substituting with the
             following new Article 89:

             89 (A) The Directors may meet together for the despatch of
                    business, adjourn and otherwise regulate their meetings
                    as they think fit, and determine the quorum necessary
                    for the transaction of the business. Unless otherwise
                    determined, two shall be a quorum. Questions arising
                    at any meeting shall be decided by a majority of votes.
                    In case of an equality of votes the Chairman, Deputy
                    Chairman or any other director so appointed pursuant
                    to Article 91 shall not have a second or casting vote.

                (B) The conduct of a meeting of Directors or a committee of
                    the Directors may include a participation thereat by any
                    Director via telephone conferencing and/or video
                    conferencing or any other interactive means of audio or
                    audio-visual communications whereby all participating
                    persons are able to hear each other or be heard during
                    the meeting. A Director’s participation in the manner as
                    aforesaid shall be deemed to be present at the meeting
                    and be counted for the purpose of a quorum. He shall
                    also be entitled to vote thereat. Any meeting held in
                    such manner shall be deemed to be or have been held at
                    such time and place as set out in the notice of meeting.”           Resolution 9


By Order of the Board
SU SWEE HONG                                                                      Kuala Lumpur
Secretary                                                                         6 April 2004


NOTES:-

(A)     APPOINTMENT OF PROXY

        i)        A member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1)
                  proxy only to attend and vote in his stead. A proxy may but need not be a member of the
                  Company.

        ii)       A member of the Company who is an authorised nominee as defined under the Securities Industry
                  (Central Depositories) Act 1991 may appoint one (1) proxy in respect of each securities account.
      iii)       The instrument appointing a proxy, shall be in writing under the hand of the appointer or his
                 attorney duly authorised in writing, and in the case of a corporation, either under seal or under
                 hand of an officer or attorney duly authorised.

      iv)        The instrument appointing a proxy must be deposited at the Company’s Registered Office, 11th
                 Floor Menara Berjaya, KL Plaza, 179 Jalan Bukit Bintang, 55100 Kuala Lumpur not less than 48
                 hours before the time appointed for holding the meeting or any adjournment thereof.

(B)   RESOLUTIONS 2, 3, 4 and 5:-

      The particulars of Directors who stand for re-election/re-appointment are set out in the relevant pages of
      the Annual Report as follows:-

              Name of Director                          Directors’ Profile    Directors’ Shareholdings

       1      Ole Bjorn Sjulstad                                 Page 12                  Page 148
       2      Dato’ Ab.Halim Bin Mohyiddin                       Page 14                  Page 148
       3      Gunnar Johan Bertelsen                             Page 13                  Page 148
       4      Tun Dato’ Seri Dr Lim Chong Eu                     Page 12                  Page 148

      The details of Directors’ attendance at Board Meetings are set out on Page 18 of the Annual Report.


(C)   SPECIAL BUSINESS

      1. Resolution 7 is proposed pursuant to Section 132D of the Companies Act, 1965 and if passed, will
         give the Directors of the Company, from the date of the above annual general meeting, authority to
         issue and allot shares from the unissued share capital of the Company for such purposes as the
         Directors may deem fit and in the interest of the Company. This authority, unless revoked or varied by
         the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of
         the Company.

      2. Resolution 8 if passed will approve the Shareholders’ Mandates on Recurrent Related Party
         Transactions and to allow the Company and its subsidiaries to enter into Recurrent Related Party
         Transactions in accordance with paragraph 10.09 of the Listing Requirements of the Malaysia
         Securities Exchange Berhad. The explanatory notes on Resolution 8 is set out in the Circular to
         Shareholders dated 6 April 2004 attached to the Annual Report.

      3. Resolution 9 for the proposed amendment of the Articles of Association of the Company will be
             passed as a Special Resolution and if approved, will allow not only the Board of Directors but also the
             various committees of the Board, if any, to conduct their respective meetings via telephone
             conferencing and/or video conferencing or any other interactive means of audio or audio-visual
             communications.

				
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